Question:
“We’re about to sign a partnership agreement with another company. How do we ensure that roles, responsibilities, and profit-sharing are fair and clearly defined to avoid disputes later?”
Answer:
Ah, partnerships are the cornerstone of great business ventures. However, when poorly managed, they can cause sleepless nights. A partnership agreement is like the blueprint for your business relationship. Getting it right can save you countless headaches. Let’s make sure it sets both of you up for success.
- Define Roles and Responsibilities in Black and White
- Start with a detailed breakdown of who is responsible for what. Think about operational roles, decision-making authority, and day-to-day responsibilities.
- Avoid vague language like “Party A will manage operations” without specifying the scope, timelines, and reporting requirements.
For example:
- If one partner is managing sales, specify whether they’ll also oversee marketing, provided that is within their scope. Else, mention the roles of each partners specifically to avoid the ambiguity.
- If another is funding the project, outline how and when the capital will be injected.
- Set Clear Profit-Sharing Terms
- How will profits (and losses) be divided? Will it be based on the percentage of investment, effort, or something else? Be specific.
- Consider provisions for reinvesting profits into the business versus distributing them.
For instance:
- “Party A will receive 60% of profits for contributing 70% of the capital and managing operations, while Party B will receive 40% for contributing 30% of the capital and providing technical expertise.” Ideally, the receiving percentages or dividends will be in proportion to the capital infused, unless otherwise is mentioned in the partnership agreement.
- Decision-Making Mechanisms
Partnerships can falter when there’s a deadlock on decisions. Include:
- A list of matters requiring unanimous consent (e.g., major expenditures, hiring key personnel).
- Areas where each partner has autonomy.
- A dispute-resolution mechanism, like referring to a mediator or a third-party advisor, if there’s a deadlock.
- Plan for the Worst: Exit Clause and Dispute Clause
Even the best partnerships can hit rough patches. Include:
- Exit Strategy: What happens if one partner wants to leave? Can they sell their share, and under what terms?
- Dispute Resolution: Use mediation or arbitration to keep disputes out of court and preserve relationships. The UAE’s arbitration forums like DIAC or arbitrateAD are excellent options.
- Safeguard Intellectual Property and Confidentiality
If intellectual property (IP) is part of the business, clarify ownership and usage rights upfront.
- “Any IP created during the partnership remains the joint property of both parties unless otherwise agreed in writing.”
- Include robust confidentiality clauses to protect sensitive business information.
- Adaptability for Growth or Change
Partnerships evolve, and so should your agreement. Build in flexibility:
- Periodic reviews to reassess profit-sharing, roles, or terms based on growth.
- Provisions for bringing in new partners or expanding operations.
- Have It Reviewed Professionally
A good partnership agreement is thorough, tailored, and legally sound. While templates are a helpful starting point, they’re no substitute for a professionally drafted document. Getting expert advice upfront can prevent costly disputes down the line.
The Bottom Line
A solid partnership agreement is a map for navigating your business journey together. It doesn’t just prepare you for smooth sailing; it also equips you to handle the storms. With clear terms, fair profit-sharing, and robust dispute mechanisms, you’re setting the foundation for a strong and lasting partnership.
